END USER LICENSE AGREEMENT

THIS END USER LICENSE AGREEMENT (EULA) BETWEEN VERIFORCE LLC WITH OFFICES AT 1575 SAWDUST RD. #600, TEXAS 77380 (‘Veriforce’) AND YOU, IS MADE AS OF THE DATE YOU ACCEPT THIS END USER LICENSE AGREEMENT. THIS END USER LICENSE AGREEMENT WILL BE DEEMED ACCEPTED BY YOU UPON EITHER CLICKING THE BOX INDICATING YOUR ACCEPTANCE OR BY UTILIZING ANY SERVICES CONTEMPLATED HEREUNDER OR ON THE https://veriforceone.com, https://veriforce.com and https://new.complyworks.com WEBSITES.

WE MAY AMEND THIS AGREEMENT AT ANY TIME AND FROM TIME TO TIME BY POSTING THE AMENDED TERMS ON THE VERIFORCE HOMEPAGE (https://veriforceone.com, https://veriforce.com and https://new.complyworks.com). ALL AMENDED TERMS SHALL AUTOMATICALLY BE EFFECTIVE UPON POSTING.

To make an inquiry about this Agreement contact: privacy@veriforce.com.

You may not access the Services if You are Our direct or indirect competitor, except with Our prior written consent (which consent may be arbitrarily withheld). In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. The mirroring, scraping or of any of Our websites or any of their content in any form and by any means is strictly prohibited.

This Agreement was last updated on September 15, 2023. It is effective between You and Us as of the date of You accepting or being deemed to have accepted this Agreement.

You may be accessing the Services because you are being requested to do so by an Authorizing Party such as a Client, your Employer or for your own purposes.

DEFINITIONS

“Veriforce Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with Veriforce. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Authorizing Party” means a corporation, other legal entity, including an unincorporated professional entity or a sole proprietor together with any of its Authorized Affiliates (ie Veriforce customer) that uses the “Services” or “Purchased Services” and entered into a contractual agreement with Veriforce and is authorizing Your access to the Services, and may include Your Employer, or a Client of your Employer.

“Authorizing Party Data” means all data or information, regardless of format, submitted by Authorizing Party or any employee or other representative or authorized user of Authorizing Party to the Purchased Services or Services.

“Client” means an organization that your employer provides goods or services to.

“Controller” means the entity which determines the purposes and means of the Processing of Personal Data and can be the Authorizing Party, your Employer or You.

“Data Protection Laws” means all laws and regulations, including but not limited to laws and regulations of the European Union, the European Economic Area and their member states (including, without limitation, the GDPR), Switzerland, the United Kingdom, Canada (including, without limitation, the Canadian Privacy Laws), South Africa and the United States of America and its states (including, without limitation, the CCPA) to the extent applicable to the Processing of Personal Data under the Agreement as amended from time to time.

“Employer” is the organization you work for that may require you to provide Personal Data and for you to access the “Service”. Your Employer is a “Service Provider” to the “Client”.

“Malicious Code” means viruses, worms, time bombs, Trojan horses, malware, back door, drop dead device, spyware and other harmful or malicious code, files, scripts, agents or programs designed to (i) disrupt, disable or harm the operation of, or provide unauthorized access to, a computer system or network or other device on which such code is stored or installed, or (ii) compromise the privacy or data security of a user or damage or destroy any data or rile, in each case, without authorization and without the applicable user’s consent.

“Order Form” means the ordering documents or mechanism for purchases that are entered into between the Authorizing Party, your Employer or You and Veriforce. Order Forms shall be deemed incorporated herein by reference.

“Personal Data” means any information contained or included in Authorizing Party Data, your Employer’s data or Your Data relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity where such information is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.

“Processing” means any operation or set of operations which is performed upon Personal Data, whether or not by automatic means, such as collection, accessing, recording, organization, structuring, storage, archiving, modification, adaptation or alteration, retrieval, consultation, use, disclosure by transmission or otherwise, dissemination, communication, or otherwise making available, alignment or combination, restriction, erasure or destruction (and “Processes”, “Process” and “Processed” shall be construed accordingly).

“Processor” means the entity which Processes Personal Data on behalf of the Controller, including as applicable any “service provider” as that term is defined by the GDPR, CCPA or, where applicable, Canadian or other Privacy Laws and can be Veriforce, Affiliates or Third Parties.

“Purchased Services” means additional Services that Authorizing Party, your Employer or You purchases or may purchase under an Order Form or any other separate agreement which may include the provision of professional Services, additional modules, functionality, training and additional support. For the avoidance of doubt, Purchased Services do not include Services.

“Regulatory Authority” means any governmental, regulatory or supervisory authority, including any privacy or data protection commissioner or ombudsman, and any industry self-regulatory body or organization, which is responsible for administering and/or enforcing any applicable Data Protection Laws.

“Sub-processor” means any Processor engaged by Veriforce or one of the Veriforce’ Affiliates engaged in the Processing of Personal Data.

“Services” means the online, web-based applications, content and platforms provided by Veriforce, including support Services but excluding Third Party Applications.

“Supplier/s” are companies or individuals that provide goods or services to “Clients” either on site or remotely, and that have been requested by the “Client” to provide data or information to the “Services”.

“Third-Party Applications” means online, web-based applications and offline solutions and products that are owned, licensed or provided by third parties and interoperate with the Services.

“You” means the individual (i.e. the end user) who is authorized to access and use the Services and who has been supplied user identifications and passwords by the Authorizing Party or by your Employer or by Veriforce at the Authorizing Party’s request, or on your own request.

“Your Data” means personal information about You, regardless of format, as defined by any applicable Data Protection Law:

submitted by You and
automatically collected by Us from your device, every time you access the Services.
Provided to us by the Authorizing Party or your Employer.

“We“, “Us” or “Our” means Veriforce Ltd and Affiliates.

You acknowledge and agree that Your access to and use of the Services may be subject to the Master Service Agreement between Veriforce and the Authorizing Party (“Agreement”) or the Terms of Service between your Employer and Veriforce, or any other entity that lawfully granted You access to the Services and You confirm that You are authorized to access and use the Services.

You acknowledge and agree to the following terms and conditions:

1. USE OF THE SERVICES

1.1 Grant of Rights. Veriforce grants to Authorizing Party and/or to You a non-exclusive, non-transferable and non-sublicensable right to access and use the Services and Purchased Services subject to:

(a) The Master Service agreement (if any)

(b) The Terms Of Service agreement with your employer (if any)

1.2 The foregoing right will terminate immediately on the earlier of: (i) the expiration or termination of the Agreements listed in section 1.1; or (ii) Your ceasing to be authorized by the Authorizing Party or Employer to use the Services for any reason.

1.3 Restrictions and Obligations. You shall not:

(i) use the Services in violation of applicable laws, including local, provincial, state, national, federal or foreign law, treaties, or regulations that may apply;

(ii) in connection with the Services, send, upload, enter or store personally identifiable information not directly related to the Services or infringing, obscene, threatening, or otherwise unlawful or tortious material, including without limitation any material that violates privacy rights or Laws;

(iii) send or store viruses, worms, time bombs, Trojan horses and other malicious code, files, scripts, agents or programs, including without limitation that which is capable of halting or impairing operations or erasing, altering, copying or executing unapproved transfers of data or programs in connection with the Services;

(iv) interfere with or disrupt performance of the Services or the data contained therein;

(v) attempt to gain access to the Services or its related systems or networks in a manner that is inconsistent with the Documentation or is otherwise not permitted under these Terms and Conditions of Use;

(vi) modify, copy, alter, duplicate, download or create any derivative works based on the Services or Documentation;

(vii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, offer in a Services bureau, or otherwise make available the Services, other than as expressly permitted herein;

(viii) reverse engineer, decompile or disassemble any portion of the Services, including but not limited to, any software utilized by Veriforce in the provision of the Services;

(ix) access the Services in order to build any commercially available product or Services;

(x) copy any features, functions, integrations, interfaces or graphics of the Services; or

(xi) use the Services beyond the scope of the right granted under Section 1.1.

1.4 You have sole responsibility for: (a)the content, accuracy, quality, use and legality of all electronic data or information submitted by You to the Services; (b) all information, instructions and materials You provide in connection with the Services; (c) the security and use of Your access credentials; (e)preventing, and shall prevent, unauthorized access to, or use of, the Services, and shall notify Veriforce promptly of any such unauthorized access or use.

1.5 Collection and Use of Information. Veriforce may, directly from You or indirectly through the Services from others, or automatically, collect and store information, including personal information about You and other individuals.You agree that other authorized users as determined by the Authorizing Party may access Your information, including Your personal information and that Veriforce may use such information, including the personal information for any purpose related to any use of the Services by You, including but not limited to: (i) improving the performance of the Services or developing updates; and (ii) verifying compliance with the terms of these Terms and Conditions of Use and enforcing Veriforce’s rights, including all Intellectual Property Rights (as defined in Section 2.1) in and to the Services.

2. PROPRIETARY RIGHTS

2.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve, retain and own all rights, title and interest in, to and associated with the Services, including without limitation all intellectual property rights, whether registered or unregistered. You acknowledge and agree that You shall not obtain any rights or license hereunder except as expressly set forth or granted herein. For the purposes of this Terms and Conditions of Use, “intellectual property rights” shall include patents, trademarks, copyrights, trade secrets, design rights, and any other proprietary rights, whether registered or unregistered, and any application for registration of any of the foregoing, and any right to file any such application, which may subsist anywhere in the world.

2.2 Restrictions. You shall not, directly or indirectly, (i) permit any third party to access the Services except as specifically permitted herein, (ii) create derivative works based on the Services, (iii) copy, frame, translate or mirror any part or content of the Services, (iv) reverse engineer, decompile or disassemble the Services or any part thereof, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions, code or graphics of the Services.

2.3 Ownership of Authorizing Party Data As between Veriforce and Authorizing Party, except as otherwise provided herein or in the Agreement, Authorizing Party exclusively owns all rights, title, and interest in and to all Authorizing Party Data.

2.4 Suggestions We shall have, and You hereby grant to Us a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by You, relating to the operation of the Services.

3. CONFIDENTIALITY

3.1 Definition of Confidential Information. All information that You have access to as part of the Services and as connected in any way with Veriforce, its Affiliates, the Authorizing Party and any of Veriforce customers is deemed to be Confidential Information.

3.2 Protection of Confidential Information When dealing with the Confidential Information, You shall use a reasonable standard of care to protect its confidentiality. You shall not use the Confidential Information for any purpose outside the scope of this Agreement. You shall not give access or transfer the Confidential Information to a third party without prior authorization from the Authorizing Party and/or Veriforce.

4. SECURITY

4.1 Your Account. Any username, password, or any other information provided to You as part of Veriforce’s security procedures, must be treated as confidential, and You shall not disclose it to any other person or entity. You shall maintain the secrecy and security of Your account username and password at all times. You understand and agree that should You be provided an account, Your account is personal to You and You agree not to provide any other person with access to the Services or portions of it using Your username, password, or other security information. You shall notify Veriforce immediately of any unauthorized access to or use of Your username or password or any other breach of security. You are responsible for any password misuse or any unauthorized access to the Services.

4.2 Suspension and Termination. Veriforce may, in its sole discretion and without provision of notice to You, at any time and from time to time, disable, suspend, or terminate Your account or access to the Services, for any reason, including any contravention of these Terms and Conditions of Use.

4.3 Protection and Security. During the term of the Contractual Agreement, Veriforce shall maintain a formal security program, which may be updated by Veriforce from time to time. You understand that You have an independent duty to comply with any and all Laws applicable to You, including, without limitation, in respect of the Authorizing Party Data and Your Data.

4.4 Unauthorized Disclosure. If either party believes that there has been an unauthorized disclosure of Authorizing Party Data or Your Data to any third party, then, where required by applicable Law, such party must promptly notify the other party.

5. DATA PROTECTION

5.1 Data Protection. The Parties will comply with principles of protecting Personal Information and Data, as well as the provisions of all applicable Data Protection Laws.

5.2 Disclosure. You confirm that any personal data disclosed by you to Us as part of the Services is disclosed voluntarily and in accordance with the laws and regulations applicable to you, including the Data Protection Laws.

5.3 Privacy Policy. You agree that you have reviewed and understand our Privacy Policy, available at https://veriforce.com/privacy-policy, and acknowledge and agree that We may collect, process, use, or transfer Personal Data in accordance with such policy.

5.4 Data Incident Management and Notification. We shall notify you without undue delay after becoming aware of the theft, loss, or accidental or unlawful destruction, alteration, unauthorized disclosure of, or access to, your data which includes Personal Data, transmitted, stored or otherwise Processed by Us or its Sub-processors of which Us becomes aware (a ” Data Incident”). We shall make reasonable efforts to identify the cause of such Data Incident and take those steps as We deems necessary and reasonable in order to remediate the cause of such a Data Incident to the extent the remediation is within Our reasonable control. The obligations herein shall not apply to incidents that are caused by You.

5.5 Processing of Personal Data. The Parties acknowledge that their respective status is determined by the Data Protection Laws, if in the course of the Agreement you transfer Personal Data to Us for Us to Process in the course of providing any Services, or We collect Personal Data on your behalf for the purpose of providing Services to You, the parties intend and are of the view that you will be the Controller and We will be a Processor in relation to such Personal Data and that We will engage Sub-processor for processing. Without limiting the foregoing, the parties agree that any Personal Data that You transfer to Us shall remain within your custody and control, and as between you and Us, you shall be the owner of such data. Notwithstanding the above, Us and you acknowledge and agree that if you share or authorize any third party or related party to share your Data with any Employer, then such Employer shall also be considered an owner and Controller of such Customer Data.

You acknowledge and agree that if you share Data, or authorize the sharing of Data with the Client, that the Client shall have the authority to provide Processing instructions to Us with respect to such Data, including (without limitation) instructions to amend or delete all or part of the Data.

Should there be any conflict between Client’s instructions or Your instructions regarding processing changing or deleting data, the instruction by the client will prevail.

6. WARRANTIES & DISCLAIMERS

6.1 Warranties. You represent, that You are duly authorized by the Authorizing Party to access and use the Services and to submit any information, including personal information to the Services, in connection with Your performance of these Terms and Conditions of Use and shall comply with all applicable Laws. If you access the Service or Purchased Service directly for your own benefit without the instruction of an Authorized Party, you expressly warrant that you willingly provide personal data and other information for lawful collection, transfer, use and processing by Us and that you shall comply with all applicable laws.

6.2 DISCLAIMER AND LIMITATION OF LIABILITY. EXCEPT AS EXPRESSLY PROVIDED IN THE CONTRACTUAL AGREEMENT BETWEEN AUTHORIZING PARTY AND US, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, PERFORMANCE OR USAGE OF TRADE. WE DO NOT GUARANTEE THAT THE SERVICES OR PURCHASED SERVICES WILL MEET YOUR REQUIREMENTS, THAT THEY WILL PERFORM ERROR-FREE OR UNINTERRUPTED, OR THAT THEY WILL BE AVAILABLE WHEN REQUESTED BY AUTHORIZING PARTY OR YOU. FURTHER, EXCEPT FOR THE EXCLUSIVE REMEDIES SPECIFIED IN THE AGREEMENT, WE WILL NOT BE LIABLE FOR ANY DAMAGES OR LIABILITY OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THIS TERMS AND CONDITIONS OF USE OR THE USE OF THE SERVICES OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOLUTIONS) OR SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO AUTHORIZING PARTY AND/OR YOU THROUGH OR IN CONNECTION WITH THE SERVICES, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL AND CONSEQUENTIAL DAMAGES AND OUR TOTAL AGGREGATE LIABILITY FOR ANY SUCH DAMAGES SHALL BE CAPPED AT AN AMOUNT EQUAL TO THE TOTAL AMOUNT OF FEES PAID BY THE AUTHORIZING PARTY TO US DURING THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY CLAIM.

7. TERMINATION

7.1 Term. These Terms and Conditions of Use commence on the date You are granted lawful access to the Services and continue until Your access is terminated or the Agreement has expired or been terminated, whichever is earliest.

7.2 Effect of Termination. Upon any expiration or termination of these Terms and Conditions of Use, You shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the Services and Our Confidential Information. All provisions of these Terms and Conditions of Use which by their nature are intended to survive termination or expiration shall survive any termination or expiration of these Terms and Conditions of Use.

7.3 Deletion of Your Data. We shall retain Your Data for as long as required by relevant contractual obligations with the Authorizing Party or with other customers and any applicable legislation. Your Data will be permanently deleted once there is no legitimate need for its continued retention.

8. GENERAL

8.1 Relationship of the Parties. These Terms and Conditions of Use do not create nor are they intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship or any exclusivity between You and Us.

8.2 Notices. All notices, permissions and approval under these Terms and Conditions of Use shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the first business day after sending by confirmed facsimile, or (iv) the first business day after sending by email.

8.3 Assignment. You shall not assign any of Your rights or obligations hereunder, whether by operation of law or otherwise, without Our prior written consent. Any attempt by You to assign Your rights or obligations under these Terms and Conditions of Use in breach of this section shall be void and of no effect. We may assign these Terms and Conditions of Use to Our Affiliate, provided that such Affiliate has sufficient financial substance and resources to perform Our’s obligations hereunder. Subject to the foregoing, these Terms and Conditions of Use shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

8.4 Governing Law and Jurisdiction. These Terms and Conditions of Use shall be governed by and interpreted according to the laws of Texas and the laws of Texas applicable therein (without giving effect to the choice of laws provisions thereof) and each party agrees to attorn to the non-exclusive jurisdiction of the courts of Texas.

8.5 Miscellaneous. This EULA together with the Terms of Service agreement that we may have with your Employer and the Master Services Agreement that we may have with the Authorizing Party, (when applicable) constitute the entire agreement with respect to the subject matter hereof. In the event of any conflict between the terms and conditions of this EULA, these Terms and Conditions of Use and the Agreement, the terms and conditions of the Agreement shall take precedence. If any provision of these Terms and Conditions of Use is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms and Conditions of Use shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in an Authorizing Party purchase order or in any other such Authorizing Party ordering documentation shall be incorporated into or form any part of these Terms and Conditions of Use of the contractual agreement, and all such terms or conditions shall be null and void.